Optimization Agreement

Nozomi Networks Optimization Service Statement of Work

April 28, 2023

By ordering Nozomi Networks Optimization Service (“Optimization Service”) for an existing Nozomi Networks deployment from Nozomi Networks Inc. (“Nozomi Networks”), the customer or end user (“Customer”) agrees to be bound by the terms and services described herein, as well as the Professional Services Terms and Conditions (“Agreement”) available at Professional Services – Terms & Conditions. Any services not explicitly outlined herein are considered out of scope. Optimization Service may be delivered directly by Nozomi Networks or through one or more of its affiliated entities. To the extent that there is a conflict between these terms and any other terms and conditions, this Statement of Work shall govern and control. To schedule the Optimization Service as described in Section 5. (“Service Scheduling”) of this Statement of Work, Nozomi Networks requires an authorized purchase order, referencing the Nozomi Networks Quote number, provided electronically and sent to orders@nozominetworks.com. Nozomi Networks reserves the right to reject purchase orders.

1. Service Description and Objective

Nozomi Networks Optimization Service aims to maximize and expand the value realized from the Nozomi Networks solution deployed in the Customer production environment while driving deeper adoption and utilization of the Nozomi Networks solution. Nozomi Networks will activate the Optimization Service upon receipt of a purchase order. Customer will be notified in writing about the activation of the Optimization Service. Nozomi Networks will assign resources with the appropriate skills to deliver the Optimization Service and agreed-upon Deliverables including a resource to serve as a single point of contact for the administration and management of the Deliverables. Nozomi Networks resources may be subject to change at any time throughout the Optimization Service, and Customer will be notified by Nozomi Networks as soon as practicable of any such changes. The Optimization Service consists of a basic bundle of five (5) person-days. Customer may opt to purchase one or multiple bundles at the same time. The Optimization Service is limited to cover one or more of the following Service Areas, referenced as “Service Catalog”:

1. Alerts review and tuning
2. Dashboard customization
3. Report customization
4. Configuration of new features
5. Support Customer with Nozomi Networks upgrades and new features updates
6. Integration with external solutions supported by Nozomi Networks
7. Design review
8. Minor changes in the current Nozomi Networks deployment
9. Consultancy services to support the Customer to achieve their objectives and guidance about the best approach on how to use Nozomi technology, this service does not include the creation of a High Level design.

The Optimization Service is structured to provide Customer with the flexibility to select the Service Areas required, according to the availability of person-days from the purchased bundle(s). Activities may be performed onsite at the Customer’s premises or data center or may be performed remotely.

Optimization Service require an initial review and analysis of deployed Nozomi appliances, via backups and support archives or any other relevant documentation provided by the Customer. This enables Nozomi to efficiently plan and complete the selected Optimization Services from Service Catalog. This effort will utilize up to one (1) Professional Serviced day from purchased bundle(s). If Nozomi requires more time this will be advised in advance in writing.

2. Requirements and Prerequisites

1. Customer has purchased and is in possession of all licenses necessary to complete the engagement.
2. Regardless of onsite or remote Optimization Service, Customer must provide a primary technical contact who can quickly respond to questions about the environment and in-scope applications.
3. Customer must provide access to the Nozomi Networks solution from a single location from which all components of the Nozomi Networks architecture are reachable.
4. If Customer wishes to perform the Optimization Service remotely, Customer must provide remote access compliant to Customer and Nozomi Networks policies for the duration of the scheduled activities. The remote access must be able to access both GUI and CLI for in-scope Nozomi Network systems.
5. Customer agrees to grant Nozomi Networks permission to perform Optimization Service activities.
6. For onsite Optimization Service activities, Customer shall make available to Nozomi Networks personnel office space, computer resources, materials, facilities, and other support as reasonably required and agreed upon between the parties to permit Nozomi Networks to perform the Optimization Service. Customer work facilities shall be made available in a clean and safe condition. Additionally during the entire engagement, Customer will provide Nozomi Networks access compliant with Customer’s own policies related to its operating environment.

3. Exclusions

This Optimization Service description is based upon, and is subject to, the following exclusions:

1. Alerts/incidents root cause analysis
2. Incident response
3. Delivery of operational tasks
4. Configuration of any non-Nozomi Networks solution
5. Any activity not defined in Section 4. “Deliverables” of this Statement of Work
6. Any hardware, software, and/or other subscription services, including maintenance and support to be provided by Nozomi Networks to Customer under separate agreements.

4. Deliverables

The following Deliverables will be provided in accordance with the Optimization Service at the end of each engagement:

1. A summary report of performed activities.
2. A consumption report stating the number of person-days consumed and remaining balance.

5. Service Scheduling

1. For every request, Customer must communicate to Nozomi Networks in written form through the channel provided at the Optimization Service activation:
2. The selected Service Area(s) from the “Service Catalog”.
3. The proposed start date. Customer must provide at least fifteen (15) business days notice.
4. Specify if engagement is required to be performed remotely or onsite.
5. Nozomi Networks will provide a written proposal including person-days required to complete the requested Service Area(s) within five (5) business days, including T&E for onsite activities.
6. Customer shall accept or reject the proposal within five (5) business days. Post the five (5) business days, Nozomi Networks will consider the proposal rejected.
7. Customer may cancel or reschedule requested activity without charge if written notice of the cancellation or rescheduling is received by Nozomi Networks at least ten (10) business days in advance of the start date of the scheduled activity(s); otherwise, one (1) person-day from the bundle will be automatically deducted from Customer’s balance. In addition, Customer shall promptly reimburse Nozomi Networks for all non-cancelable expenses, including any airfare.
8. For all onsite activities the minimum effort counted will be eight (8) hours (1 day), for all remote activities the minimum effort counted will be one (1) hour.

6. Service Expiry and Termination Policy

1. Customer acknowledges that the Optimization Service fee is non-refundable under any circumstances not caused by or out of Nozomi Networks’ control.
2. Optimization Service expires upon consumption of bundle(s) or by the end of thirteen (13) months period, whichever comes first.
3. Customer can request an Optimization Service extension of six (6) months only if Customer has purchased additional bundle(s) before the expiration of the active bundle(s).
4. Customer acknowledges that any person-days not scheduled before the expiration date will be considered used.

7. Fees, Taxes, and Expenses

1. All fees are set forth in the applicable Quote and shall be paid by Customer within thirty (30) days of the Purchase Order date.
2. For onsite engagements, all travel and subsistence expenses (“T&E”) are chargeable at actual cost according to the Nozomi Networks Travel Policies and are in addition to the Optimization Service fees (“Optimization Fees”). Estimated T&E may be approved in advance by the Customer and electronic copies of receipts will be provided upon request. T&E shall be invoiced to Customer on a monthly basis and all payments shall be due thirty (30) days from the invoice date.
3. All Fees are exclusive of duties and taxes, and Customer shall be responsible for such duties and taxes.
4. These terms, solely as they relate to the Optimization Service described herein, shall supersede any other terms or pre-printed terms on a Sales Order, Purchase Order, or other writing issued by Customer in response to a Nozomi Networks Quotation.

8.  Approval/Completion

When timesheet records are provided electronically to Customer, Customer has three (3) working days to review such time sheets and dispute such records (“Review Period”). If such records remain undisputed within the Review Period, then they are considered approved. When notification of completion is provided electronically, such as deliverable, task or project completion, Customer has five (5) working days to review such notification or document and dispute such records (“Review Period”). If such records remain undisputed within the Review Period, then they are considered approved.

9. Project Management

Nozomi Networks reserves the right to assign a project manager or engagement manager who will use up to twenty percent (20%) of the purchased Service Optimization for engagement management tasks such as but not limited to, project initiation, resource management and resource scheduling, budget consumption and progression reporting, one single point of contact, escalation management, close-out preparation and meeting. Where the said twenty percent (20%) doesn’t equal an even number of hours, the minutes will be rounded up to the next full hour.